F. Mark Reuter
DIRECT DIAL: (513) 579-6469
FACSIMILE: (513) 579-6457
E-MAIL:MREUTER@KMKLAW.COM
March 15, 2012
VIA EDGAR
Loan Lauren P. Nguyen
Special Counsel
United States Securities and Exchange Commission
Washington, DC, 20549
| Re: | Multi-Color Corporation |
Registration Statement on Form S-3
Filed February 15, 2012
File No. 333-179535
Dear Ms. Nguyen:
We have received and reviewed your letter dated March 8, 2012 related to the above-referenced filing of Multi-Color Corporation (“Multi-Color” or the “Company”). In accordance with your request, we have responded to each of the comments included in your letter. Our responses to each of the items noted in your letter are detailed below and are keyed to the numerical order of your comments.
Plan of Distribution, page 23
| 1. | Please revise this section in an appropriate place to state that the selling securityholders may be deemed underwriters. |
Response:
We have revised this section as requested in Amendment No. 1 as filed the date hereof.
Exhibit 5
| 2. | Please refer to the second numbered paragraph on page 2. Please have counsel revise clause (ii) to remove any implication that the Selling Securityholder Shares have not been validly issued. Please also have counsel revise to opine that the Selling Securityholder Shares are duly authorized, validly issued, fully paid and non-assessable. In this regard, we note counsel’s use of the phrase “will be” with respect to the aforementioned opinion regarding the Selling Securityholder Shares. |
Loan Lauren P. Nguyen
March 15, 2012
Page 2
Response:
Counsel has revised the opinion as requested in Amendment No. 1 as filed the date hereof.
We trust that the foregoing sufficiently addresses your comments. Multi-Color appreciates any opportunity to discuss any comments or questions you may have in advance of any written response the staff may intend to provide in connection with the above. If there is a need for additional information or clarification, please contact me at (513) 579-6469.
Sincerely,
KEATING MUETHING & KLEKAMP PLL
By: /s/ F. Mark Reuter
F. Mark Reuter
FMR:kap
| cc: | Mary T. Fetch |
